Chris Fulmer

2,779 reputation

217

bio	website	fulmerlawfirm.com
	location	Raleigh, NC
	age
visits	member for	1 year, 3 months
	seen	Jun 10 at 21:04
stats	profile views	113

I'm an attorney who works with tech-focused startups in North Carolina, focusing on matters like:

Equity and Debt Financing
M & A
Commercial Transactions
Terms of Service/Privacy Policy
Equity/Stock Option Plans
Licensing Agreements

	2,779 reputation	bio	website	fulmerlawfirm.com	visits	member for	1 year, 3 months
217 badges		location	Raleigh, NC		seen	Jun 10 at 21:04

summary answers questions tags badges favorites bounties reputation activity

83 Comments

suggestions reviews revisions comments badges posts accepts all

Apr 17	comment	How do I merge with a new Corp with an older Corp? When you do the merger, everything that the old company had will be owned by the new company by operation of law. I don't think recording the transfer is all that expensive. Trademarks are $40 for the first mark, $25 for every one after that. I don't remember copyright fees offhand, but they're comparable. Remember that you're not re-registering, you're just telling the USPTO and copyright office that you've transferred them.
Apr 17	comment	How do I prove my finances to a partner? My partner is afraid I will not give him his full cut Perhaps. But, if you distrust your business partner so much that you're worried they'll keep a second set of books, then you might ask if you really want that relationship. One of the reasons that audits work is because if you're caught cheating, you have to pay for the audit. Along with the audit, you should also have record-keeping requirements -- if there's a hole in your records, then that should be construed against you.
Apr 17	comment	How do I prove my finances to a partner? My partner is afraid I will not give him his full cut Yes. But, the seller has to have that information in his records, or he can't compute anything at all. If the problem is that the system isn't recording referrals correctly, then that should also show up in the audit.
Apr 17	comment	How do I prove my finances to a partner? My partner is afraid I will not give him his full cut WEll, the audit's usually done in aggregate -- over the past 3 months, you paid me $x, when you should have paid me $y. Individual clients aren't really relevant at that point.
Apr 17	comment	Impact Investment/Tax Questions Your question is a bit confused. Few questions: (1) How certain is this cash flow from your regular business? How much money are you talking about? (2) Are these "social enterprises" for-profit or non-profit? (3) What are your goals?
Apr 14	comment	Vesting restricted stock and the 83(b) Election HA! I did indeed. THanks -- I fixed it.
Apr 14	comment	Partnership Gone Bad Sounds like you have a pretty good claim. How much of a bastard do you want to be?
Apr 13	comment	Partnership Gone Bad Transferring copyright HAS to be done either in writing or via an employment relationship (in which case it isn't really transferred at all -- it's owned by the employer at creation.)
Apr 12	comment	How to take on a bankrupt client? THat's actually a pretty common way to deal with companies in bankruptcy. Not technically necessary, as you point out.
Apr 11	comment	Issues with Start-Up and Co-Founders What's your question?
Apr 11	comment	LLC and Making Agreements with Others Exactly. Or, worse, when everybody knows "I'll get 1/3rd, regardless of whether I keep working," they have an incentive to shirk.
Apr 10	comment	Forming a new software startup, how do I allocate ownership fairly? Excellent advice. Be careful, though, with those IOUs -- if you're not exceedingly careful, they may get taxed as compensation from the moment they're created and might even incur a 20% penalty. Get a lawyer to do that and make sure the lawyer is familiar with Section 409A of the tax code. (If they give you blank look when you mention that section to them, move along.)
Apr 9	comment	Trademark for Domain Name If you registered the domain name, then it's yours; no way for others to use it. Registering the trademark in the US will run you $275 if you do it yourself.
Apr 6	comment	Thoughts on equity split No good way to answer that question without a lot more information about the finances and prospects of the company. In the end, though, it's often more art than science. You probably want to reward her some for her past work (unless she's already been compensated for that), and then give her a share for her future work. That share should be subject to vesting, so she can't take it and then flake out. You also want to have a right of first refusal on her sales and, possibly, a repurchase right to her vested shares if she leaves.
Apr 6	comment	0.5% equity and 2k/month to be the #1 CDO in a startup 0.5% of what? Is this 0.5% of current equity (i.e. the number of shares which are currently issued) or 0.5% after the investors get their share? Remember that they will dilute your share down. If it's 0.5% of current equity, then you have to compare your contributions to the contributions of the other people -- what are the two partners bringing for their 49.75% of equity each? It's common to have some sort of vesting -- you can't expect to get a big equity stake today, and be able to keep it if you leave tomorrow.
Apr 5	comment	Image uploading app - Terms of service Jonny has a good point -- if you don't have a service, then you don't have terms of service. But, you should still have a license agreement. Again, see an attorney for that.
Apr 5	comment	Image uploading app - Terms of service Your terms of Service also should identify your DMCA agent for service of process -- and be sure to register that agent. And, be sure to present the terms so that they can't proceed into the service without being presented with them. Justin's right -- it's worth the $500 to have a lawyer prepare it for you. There's a lot of other stuff that you should have in your terms (limitation of liability, disclaimer of warranty, choice of law/venue, etc....), and you need those choices to be adapted to you.
Mar 29	comment	How should I leave a startup. I own all their source code Phil: question is whether your work was a "work made for hire," and that depends on whether you're a common-law employee. While not getting paid certainly helps your case that you're not an employee, that's not the end of it -- they'd say "look, you were under our control, you did what we asked you to do, you used our equipment, etc...." In the end, it turn into a nasty legal fight that they might win. So, your negotiating position is NOT "You need to give me something, or I'm taking my code." Instead, it's "You need to give me something, or we'll have a nasty legal fight." Big difference.
Mar 29	comment	How should I leave a startup. I own all their source code Note that under 17 U.S.C. 204, copyright assignments have to be in writing unless they occur by operation of law.
Mar 27	comment	What areas of practice are important for a startup lawyer, and why? You're right about stock options. Most new businesses are owned with the purpose of generating income for the owners until they retire or die. Startups like income (who doesn't?), but the purpose is to build something new that other people find valuable and then eventually hit a liquidity event. That doesn't describe a medical practice or candy store.